The Cats, who seek a 28th UKIT title, will play Southwestern Louisiana, a team that loves to run. Unbeaten USL improved to 6-0 by beating Cincinnati on a last-second shot 89-88.

Portland fell to 2-9.

"This was good for us because we got a chance to rest our players style- of-play wise," UK coach Rick Pitino said. "That's important in back-to-back games."

Pitino gave point guard Sean Woods credit for the victory, Kentucky's fifth in seven games. Woods led UK with 20 points and had an assist/turnover ratio of six to one.

"This was Sean Woods best game," Pitino said. "Because of the tempo, a lot of people did not get into it. Sean was excellent in all areas. He was everything I'd want in a point guard."

Before the season, Pitino publicly worried about the point-guard position and its two prime candidates: Woods and Richie Farmer. In October, he announced walk-on Tony Cooper as his No. 1 point guard.

Woods' emergence last night as a team leader was due to his "starting to gain confidence," Pitino said. Woods' previous struggles were "the rust of sitting out a year."

Woods, a sophomore, sat out last season because of Proposition 48.

"He told me I was a second guard (shooting guard)," Woods said of Pitino's pre-season comments, "and I wasn't getting everybody into the flow. I've been concentrating on that and getting everybody into the flow."

It was clear by halftime Kentucky's trip to the UKIT finals would be a departure from recent form. The Cats were having to get there playing at the opponent's preferred pace.

That hadn't happened much since the season's opener against Ohio University and the Indiana game. OU dictated the tempo in the second half, forcing UK to struggle to a 76-73 victory. IU had its pace, but nearly gave away a victory with turnovers before winning 71-69.

"Even down 15 or so, they'd still want to slow it down," Pitino said. "You couldn't do much, nor should you. You can't be impatient."

Even at Portland's slower pace, the Cats took a 45-31 lead into the locker room.

UK broke to a 15-4 lead in the first four minutes. The Cats did not rely on the three-pointer, hitting their two attempts in the first six minutes. UK attempted only 25 in the game. John Pelphrey's three gave UK its 15-4 lead.

Portland seemed conscious of the three-pointer, so UK ball-faked and drove to the basket.

UK's pressure defense rattled Portland early. The Pilots committed 10 turnovers in the first 10 minutes and 17 for the half.

Those turnovers helped Kentucky expand its lead to as much as 39-21.

"It was a matter of poise," Portland coach Larry Steele said. "We knew what was coming."

Portland plays two conference games against Loyola Marymount each season.

Portland outscored UK 12-6 over the final 5:22 to get within shouting distance.

UK's presses did not force a turnover in the final eight minutes. UK missed six of its final eight shots of the half. A rebound basket by Johnathon Davis gave UK its 39-21 lead.

UK shot two air balls down the stretch: Jeff Brassow and Davis. The Cats were also were called for an illegal screen, the third such call in the half against UK.

The second half was a duel between Portland's desire to run off shot clock in its half-court offense and UK's wish to force tempo. The Cats tried half- court trapping and a mixture of zone and man-to-man defenses.

Mostly, Portland won in terms of dictating tempo. The Kentucky crowd booed Steele, surely a new experience for the former UK player (Class of '71).

"I don't blame them," Steele said. "I'd want to boo, too. That was what we needed. We just needed a little more poise."

Portland did not take advantage of the pace, missing 10 of its first 14 shots and committing five turnovers.

UK slowly pulled away to a 57-41 lead.

But Portland guards Erik Spoelstra and Josh Lowery hit back-to-back three- pointers to cut the lead to 57-47 and force a Kentucky time with 9:40 left.

Portland did not go away. Probably unintentionally, Lowery banked a three- point attempt from the side to bring the Pilots to within nine, 61-52, with 7:33 left. It was the first time UK led by fewer than 10 since the 16:59 mark of the first half.

"We had a definite opportunity to win," Steele said. "It got down to making a few shots."

Kentucky free throws kept the Pilots at bay. UK made 12 of 14 free throws in the final 2:24. Woods hit eight of nine.

Feldhaus rebounded the first miss, by Woods, and laid it in.

Walk-on Skip McGaw missed the other with less than 10 seconds left.

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